Caught in Bear Arms
by Kat Bee Dee
Summary: Akko rescues Professor Ursula from a trap in the Lunar Tower. Smut.


_DISCLAIMER: The characters and universe in this story belong to the creators of Little Witch Academia!_

 _Author's Note: This is my return to fanfiction after a 7-year hiatus and it feels good to be back :) Thanks for reading!_

One cool night at Luna Nova, as the stars hung low and dim like floating lanterns, a miserable fog crept across the grounds so dense that it drug every student's spirit low. Out of the entire school year, the lessons today had been by far the most difficult for every one, including and especially Akko. During the day her frustration had run through her body hot and electric, and she lashed out on her rivals, peers, and friends alike.

After dinner, Lotte cowered close to the wall, behind Sucy, as Akko stormed ahead of them, down the hall, tears springing in the wells of her eyes as she grumbled desperately.

"If I can't learn the levitation charm, I will never be able to look Chariot in the eye when I meet her! Agh! I'm so stupid for coming to Luna Nova at all!" Akko spun to face her friends and collapsed to her knees. She pummeled her face into her fists. Self-loathing poured off of her in waves of hot rage, which burned Sucy, who grinned absently while Lotte used her as a shield.

"AKKO!" Lotte cried, as a bit of her hair caught fire.

"What's the use?! Even my best friends, Lotte and Sucy! Even you can't understand how badly I want to do anything to not look like such a…. a… a DUMPSTER!"

Akko tore away, crying loudly down the corridor and out of sight.

"…a dumpster?" Sucy cackled over Akko's receding sobs, "AHA-HAHAHAHA!"

Lotte murmured, "Oh, Akko…. if she wasn't so hard on herself maybe she _could_ do magic…."

"A DUMPSTER!" With a small flame leaping on her robes, Sucy rolled on the floor and shrieked, "more like a dumpster _fire_!"

Akko stumped around a corner, wiping a sizeable amount of snot onto her sleeve. She didn't care if it was after hours. She didn't even care if she was caught. Part of her almost wished she would get caught and scolded out of spite for herself. Being punished would only validate her immense feelings of dread. Lifting her eyes, she peered out a window at the huge, fuzzy-foggy full moon. She made up her mind to walk out into the grounds, knowing well that dormitory curfew was in mere minutes.

The fog was sticky, and the grass was already drenched with dew. Akko's socks became damp just ten yards out into the dark. Her chest heaved, and she realized she had been holding her breath as if she had walked into the bottom of the sea and not into the open air. She breathed the soft air. It was good to break away, but her fists were still clenched, and her spirit was as low as the stars and the moon and the fog rolling across the ground. Another hundred yards and she discovered her shoes and socks were sopping. She growled in a flare of frustration, already resenting her blisters she imagined claiming her toes inside her soggy shoes. Akko kicked the top off of a wildflower and felt tears stinging her eyes again.

"Wha-?" A dance of blue and red light caught Akko's attention from the Lunar Tower. She sprinted off, forgetting soppy feet entirely-anxieties banished by curiosity.

When she reached the front steps, panting, the place seemed still and dark as ever. She wondered if she had imagined the lights. No…no she mustn't have…she stepped into the darkness of the old tower alone. Her shoes squeaked and sloshed on the flagstone. She had never been in the tower alone at this hour before. She had been here other times when she shouldn't have been. She'd gotten into plenty of trouble here before, but being alone this time made her more cautious. She suddenly found that there were more corridors and staircases than she had previously seen. How could she be sure she was heading toward the source of the lights?

Akko wandered up and to the east, closest to the corner where she had seen the color in the night. She peered about cautiously and stepped carefully, feeling betrayed by her squeaking wet shoes.

A scream pierced through layers of heavy stone. Akko started.

"That sounded like…" Akko felt her heart drop and took off in the direction of the voice.

She was quickly darting into the uppermost levels of the tower and burst onto a small corridor, but stopped and held her breath. Moonlight fell through the crack in a door just beyond. Akko crept forward and peeked through the gap. There was only a small terrace with a long bar of silver moonlight piercing the darkness. The tower above loomed overhead like a usual ceiling, but there was a foot-sized opening running along what seemed to be the edge of the building , but Akko couldn't see how far it stretched on out of sight, but it didn't seem too far...

"Rrgh! Huh-hm! Uhhn-uh!"

Akko stepped through the line of moonlight, following its path toward the sounds of frustration. Something big and dark was fifty yards away, in the shadows where the strip of moonlight could not reach, in an enclave.

"Who's there!" Akko shouted.

"Huh! Akko!?" the voice trembled. "N-n…."

"Wha-…." Akko was certain of the voice now, but something seemed wrong. Her pulse pounded at her eardrums. She ran forward.

"No, Akko!"

Blue and red sparks splashed in the black corner, casting a double-shaded glow on Professor Ursula, naked and trapped in the arms of giant statue of a bear. Akko felt hot as she looked at Professor Ursula's full breasts spilling over the bear's stone arms. Her big pink nipples made Akko feel tight. She stood, petrified with the moonlight gleaming in her wide, amber eyes.

Ursula shut her eyes tight, hoping Akko would turn back. Her face was screwed up and she squirmed slightly. Akko could now see the professor's arms were caught behind her in the statue's grip. Her hips seemed to rest at a square angle to the statue. Akko felt wetness seep into her underpants. She quivered, frozen to the spot. Her eyes sloping down the curves of the professor's body. Her soft, round thighs were exposed. Akko could see the blue hair between Ursula's legs in the shadows the bear cast. Akko gasped. There was a stone longsword striking the flagstone between the bear's feet. It had a long iron hilt that penetrated Ursula between the legs.

"Uhng…Ak-Akko!" The blue light grew stronger as Professor Ursula struggled, her large breasts bouncing on the bear's arms. She groaned as she arched her back and bucked against the statue, and then slumped her head. The blue curtain of her hair fell over her face and the corner became dark.

"Professor… are you trapped?" Akko asked, blushing brightly. She shimmied, rubbing her thighs together to relieve the throbbing between her legs.

"…..yes..." Ursula's reply was so small that Akko hardly heard. She lifted her head again slowly, "this bear…uh…this bear will not let me go until…ugh…m…." She fell silent. Her eyes were hidden.

Akko came forward. She already decided that if Professor Ursula was trapped she would not leave her. After all of the help Professor Ursula had given her, she would do anything to help her now!

She was now very close to Ursula and the bear. Akko was now in the bear's shadow. Ursula's large breasts were at Akko's eye level. She felt her heart banging in her chest. Ursula's red eyes glinted as she trembled, watching her student pout her pretty mouth. Akko seemed to be in a trance. She lifted her hand and touched the soft white flesh of her professor's breast, tracing gently around the big, smooth nipple.

"Nng-Akko!" Ursula gasped the lights flashing suddenly.

Akko jumped back, her whole body trembling, now glowing with the red and blue light, as if touching Professor Ursula had conducted it into her. She locked gaze with Ursula's pleading eyes. She felt her certainty slam back into her body, but now she felt more than just a desire to free her professor.

Akko stepped forward and put her mouth on one of Professor Ursula's nipples, pulling it in and filling her mouth. The lights danced and Professor Ursula moaned tremendously. Akko held the huge breast with both hands, cupping it gently and loudly groaning as she moved her mouth around the soft flesh. Ursula bucked against the statue, pulling her hips away and thrusting back. Akko let the nipple be pulled from her mouth. In the double of red and blue glow the nipple gleamed wet with Akko's saliva. Akko looked between the professor's legs at the shaft hidden there, dripping down the sides. Akko nimbly put a finger to the pinkest spot.

Ursula cried out, bucking and sliding onto the stone shaft stuck between her legs. Akko stroked the slick pink flesh of Ursula's pussy, noticing the professor's growing frustration. Akko put her mouth on the nipple again and began sucking gently while fingering Ursula's clit as the professor pushed and pulled and struggled on the stone shaft that dripped fluid down the bear.

Akko flicked her tongue against the nipple, sucking harder. She was now lost in her mind, bobbing her head, licking and sucking. She moaned and rubbed her thighs together, feeling extremely tight and wet. Akko flicked at the full clit.

Ursula shuddered and cried out in a splash of bright blue and red light, her head falling forward against Akko's as she panted. Akko lifted her face and caught her professor's lips.

The bear's arms suddenly sprang apart and the shaft pulled out and the longsword receded into the floor, vanishing between the bear's clawed feet, where there was a small pool of silver cum. Ursula fell forward upon Akko, her breasts smothering Akko's face, pinning her heavily.

Ursula and Akko panted upon the floor.

"Mm—uh…thank you, Akko!" Professor Ursula gasped, smiling.

Akko didn't want Ursula's heavy body to move off of her. She didn't want the big breasts to be covered again. Not yet. Not now that she felt so frustrated. Something like an electric current seemed to flow between them on the moonlit floor. Akko turned her face to Ursula's.

"Uhnm…uh…Professor Ursula…" tears stung her eyes.

"Oh, Akko!" Ursula couldn't stop herself. She put her mouth down on Akko's, kissing the smaller woman under her. Ursula stroked the bare flesh on Akko's thigh, and pushed her hand up under her skirt. She pulled the knickers down. Akko made a sound into her mouth and bucked her hips against Ursula's hand. Ursula fingered her gently, rocking her body in time with Akko's frustrated bucking. She slipped two fingers into Akko, causing the student to cry out.

Ursula retreated her hand. She flipped Akko onto her hands and knees and kneeled with her hips squared to Akko's so that her throbbing front touched Akko's wet slit. Ursula wrapped her arms around Akko, pressing her breasts against Akko's back and hugging her tightly.

"Akko…" she whispered closely into her student's ear, nibbling gently on her ear lobe, "...you are so special." Akko quivered, waves of pleasure pouring into her through the professor's soft skin. Ursula used the fingers of one hand to stroke Akko's clit and put two fingers from her other hand inside of Akko. Akko moaned and began to rock her hips down onto Ursula's fingers as they pumped into her. Ursula moved her hips in time with Akko's, feeling Akko's wetness sticky against her clit.

Akko's pussy squeezed Ursula's fingers, dripping fluid onto Ursula's thighs and pussy. Akko nearly screamed, but twisted violently and hid her face in her professor's cleavage as her body clamped down onto her professor, who continued to pump even harder and faster. Akko bit into the soft white flesh and gave out a stirring, muffled cry as she came hard, squirting onto the flagstone floor.

"Oh, Akko!" Ursula gasped again, holding Akko from falling to the stone floor as spasms of ecstasy rolled through her body.

Akko closed her eyes and rested her face against Ursula's chest as they lay together, bathing in fading shimmers of red and blue. "Ughh…thank you, Professor!"


End file.
